Attach to Form 990 or Form 990-EZ.
Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
| (i)Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 9 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| (A)
Centegra Health System |
363196559 | 3 | Yes | 0 | 374,377 | |
| (B)
Health Bridge Corporation |
363196550 | 3 | Yes | 0 | 2,250,458 | |
| (C)
Memorial Medical Center-Woodstock |
362179764 | 3 | Yes | 0 | 29,702 | |
| (D)
Northern Illinois Medical Center |
362338884 | 3 | Yes | 0 | 2,069,444 | |
| Total 4 | 0 | 4,723,981 | ||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any unusual grants.) .... | ||||||
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf....... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | ||||||
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f).. | ||||||
| 6 | Public support. Subtract line 5 from line 4. | ||||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | ||||||
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | ||||||
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10. | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose...... | ||||||
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513... | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 6 | Total. Add lines 1 through 5. | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons... | ||||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public support. (Subtract line 7c from line 6.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | ||||||
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | ||||||
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
|||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
||
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
||
| 9 Distributable amount for 2015 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2015 |
(iii) Distributable Amount for 2015 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2015 from Section C, line 6 |
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|
2
Underdistributions, if any, for years prior to 2015 (reasonable cause required--see instructions) |
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| 3 Excess distributions carryover, if any, to 2015: | ||||
| a | ||||
| b | ||||
| c | ||||
| d From 2013....... | ||||
| e From 2014....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2015 distributable amount | ||||
|
i
Carryover from 2010 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2015 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2015 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2015, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions) |
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|
6
Remaining underdistributions for 2015. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions) |
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|
7 Excess distributions carryover to 2016. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a | ||||
| b | ||||
| c Excess from 2013....... | ||||
| d From 2014....... | ||||
| e From 2015....... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
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| ORGANIZATION'S MISSION | Form 990 Part III Line 1 NIMED Corp aids in the management of Northern Illinois Medical Center, Memorial Medical Center-Woodstock and other affiliated not-for-profit organizations, which provide comprehensive health care services to the communities in and around the greater McHenry county area. |
| PROGRAM SERVICE ACCOMPLISHMENTS | Form 990 Part III Line 4a NIMED is affiliated with Centegra Health System, a not-for-profit health system and as such, aids in the management of Northern Illinois Medical Center and Memorial Medical Center-Woodstock and other affiliated not-for-profit organizations within Centegra Health System. NIMED facilitates the delivery of health care services to communities by providing medical office buildings for rent. Municipalities where medical office buildings are located are Huntley, McHenry and Woodstock. NIMED leases space to both affiliated and non-affiliated organizations. Affiliated organizations that are leasing space from NIMED are: Northern Illinois Medical Center, Memorial Medical Center - Woodstock, Centegra Primary Care, Centegra Health Bridge Fitness Center, LLC and Centegra Health System. Northern Illinois Medical Center and Memorial Medical Center - Woodstock (the Medical Centers) provide optimum quality health care, delivered by competent hospital and medical center staff, to whom all seek its services regardless of race, creed, sex, national origin, handicap, age, or ability to pay. Departments of the Medical Centers leasing space in NIMED buildings are; Physical Therapy, Cardiac Pulmonary Rehabilitation, Medical Imaging, Emergency Medical Services, Patient Access, Infusion Treatment, Plant Operations, Hospital Based Clinic departments and Bio-Med. Centegra Health System aids in the management of the Medical Centers and affiliated organizations. The mission of Centegra Health System is to provide quality health care services with innovative and responsible use of resources and to promote wellness for the greater McHenry County area. Departments of Centegra with offices located in the NIMED medical office buildings are; Patient Business Services, Information Systems, Credentialing Verification, Human Resource Development and Organizational Performance Improvement. Centegra Management Services, Inc. manages Centegra Primary Care, a physician practice with offices in Huntley, McHenry and Woodstock. The Flight for Life Program of the Milwaukee Regional Medical Center operates an emergency medical air transport service to the communities of Northern Illinois. The helicopter for this service is housed in the heliport/hangar owned by NIMED and located in McHenry. |
| TAX EXEMPT BONDS | FORM 990, PART IV, LINE 24 NIMED CORP HOLDS A LIABILITY ON ITS BOOKS FOR TAX-EXEMPT BONDS, WHICH IS AN ALLOCATION FROM ITS SOLE CORPORATE MEMBER, CENTEGRA HEALTH SYSTEM. AS A RESULT, THIS QUESTION WAS ANSWERED NO, AND SCHEDULE K WILL BE COMPLETED ON CENTEGRA HEALTH SYSTEM'S FORM 990. MEMBERS Form 990 Part VI Line 6 Centegra Health System is the sole member of NIMED Corp. |
| HOW MEMBERS OR SHAREHOLDERS ELECT GOVERNING BODY | Form 990 Part VI Line 7a The powers and duties of the Centegra Health System members in fulfilling the purposes and objectives of the Corporation shall include, but not be limited to, the taking of action with respect to the following matters: The election of governors and the filling of vacancies on the Board of Governors, which shall be in accordance with the procedures set forth in the Bylaws. The Nominating Committee shall select one candidate for each position on the Board having a term to be voted upon for the office of governor at the next annual meeting of members. The Nominating Committee shall consider and approve a list of candidates and submit such list to the Board of Governors not less than 10 days prior to the date of the last meeting of the Board of Governors prior to the date on which notice of the annual meeting of members is to be sent, and the candidates set forth on such list shall be subject to approval by the Board of Governors. The names of the candidates so selected by the Nominating Committee and approved by the Board of Governors shall be included in the notice of the annual meeting of the members of the Corporation and shall be presented to the members of the Corporation at the annual meeting. The voting members of the Corporation may nominate candidates for positions on the Board of Governors. Nominations by such members may be effected by means of written nomination signed by not less than 20 voting members in good standing, accompanied by a written statement of such nominee indicating a willingness to serve as a governor of the Corporation if elected. Any such nomination must be received by the Nominating Committee of the Corporation not less than 60 days prior to the annual meeting of members in order to be considered at such annual meeting. All elections shall be by secret ballot if there are more nominees than vacancies to be filled on the Board. All voting members present in person or by proxy at a meeting at which an election occurs shall be entitled to vote for governors. To be valid a ballot must not have more votes than there are vacancies. If there are more nominees than vacancies to be filled on the Board, those nominees who receive the most votes shall be elected to the Board of Governors. Members shall not be entitled to cumulate their votes in the election of governors. |
| REVIEW PROCESS | Form 990 Part VI Line 11b The review process for the 990 include compilation by internal staff, detailed review by an outside tax preparer and the Centegra Health System- Director of Accounting and Chief Financial Officer, prior to submission to the IRS. The tax return will be made available for the Board to review after submission to the IRS. |
| CONFLICT OF INTEREST POLICY COMPLIANCE | Form 990 Part VI Line 12c As Stated in Centegra's Bylaws, the bylaws recognize that both real and apparent conflicts of interest sometimes naturally occur because the many persons associated with centegra should be expected to have and do, in fact, generally have multiple interests and affiliations and various positions of responsibility within the community. The long-range interests of centegra do not require the termination of all association with person who may have real or apparent conglicts if a prescribed and effective method can render such conflicts harmless to all concerned. Centegra Health System has a conflict of interest policy that is intended to address such matters. 1. In connection with any actual or possible conflicts of interest, an interested person or other person subject to this policy must disclose the existence and nature of his or her financial interest in writing to the President of Centegra or the Chief Corporate Responsibility Officer or designee, who shall provide such written disclosure to the Governors Affairs Committee of Centegra, which consider all conflicts of interest issues and, if appropriate, to the directors and members of committees with board-delegated powers considering the proposed transaction or arrangement. 2. When a conflict of interest is disclosed at meeting of the board or committee thereof, after disclosure of the financial interest, the interested person shall leave the board or committee meeting while the financial interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. The interested person's leaving such meeting shall not affect whether a quorum exists at such meeting. 3. Procedures for Addressing the Transaction or Arrangement From Which the Conflict Arose. The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board or committee shall determine whether Centegra can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in Centegra's best interest and for its own benefit and whether the transaction is fair and reasonable to Centegra and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 4. Violations of the Conflicts of Interest Policy: If the administration, the board, or a committee has a reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has, in fact, failed to disclose an actual or possible conflict of interest, it shall refer the matter to the Governors Affairs Committee for consideration, which shall subsequently recommend appropriate disciplinary and corrective action to such board or committee. 5. The minutes of the board and all committees with board-delegated powers shall contain the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board's or committee's decision as to whether a conflict of interest, in fact, existed. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith. 6. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Centegra for services is precluded from voting on matters pertaining to that member's compensation, Physicians who receive compensation, directly or indirectly, from Centegra, whether as employees or independent contractors, are precluded from membership on any committee whose jurisdiction includes compensation matters and in which such physician may have a direct or indirect interest. 7. Each director, principal officer, and member of a committee with board-delegated powers shall annually sign a statement which affirms that such person has received a copy of the conflicts of interest policy; has read and understands the policy; has agreed to comply with the policy; and understands that Centegra is a charitable organization and that in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax exempt purposes. 8. To ensure that Centegra operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted by the Governors Affairs Committee of Centegra. The periodic reviews shall, at a minimum, include the following subjects: Whether acquisition of physician practices and other provider services result in inurement or impermissible private benefit. Whether partnership and joint venture arrangements and arrangements with management service organizations and physician hospital organizations and physician hospital organizations conform to written policies, are properly recorded, reflect reasonable payment for goods and services, further Centegra's charitable purposes and do not result in inurement or impermissible private benefit. Whether agreements to provide healthcare and agreements with other healthcare providers, employees, and third party payors further Centegra's charitable purposes and do not result in inurement or impermissible private benefit. Whether business transactions on behalf of Centegra or an entity controlled by it are the result of arms-length dealing and are no less advantageous than competitively available goods and services of like grade and quality. 9. In conducting the periodic reviews provided for in Article VII, Centegra may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the board of its responsibility for ensuring that periodic reviews are conducted. |
| COMPENSATION REVIEW | Form 990 Part VI Line 15a & 15b The Board of Directors of Centegra Health System, through the Compensation Committee comprised of independent members free of conflict, reviewed executive compensation levels and other features of the compensation plan in accordance with the organization's approved compensation philosophy and strategy: The Committee is comprised of members of the Board of Directors, who are independent of Centegra management, have no personal interest in the compensation arrangements, are not related to, or under the control of any individual whose compensation arrangement is being reviewed and have no material business relationship with Centegra. The C-Suites compensation is determined by the Compensation Committee in relation to comparable peers or 990 market data. Compensation for other members of the executive staff is recommended by the CEO, reviewed by the Committee and evaluated against market data based on comparable peers. The Committee approves all compensation decisions in advance of their implementation and documents its determinations and discussions. Its decisions and deliberations are thoroughly documented and meeting minutes are kept and distributed to the Committee members (for historical reference). The Compensation Committee uses a number of external sources and comparisons, and their review includes total compensation (cash compensation, plus benefits provided by Centegra) in relation to organizational performance and prevailing industry practices of comparably-sized organizations. They have engaged the services of a compensation consulting firm (Sullivan Cotter) specializing in the not-for-profit sector that has worked with Centegra and reports directly to the Compensation Committee. Reasonableness letters and documention are provided to the organization after each review. |
| OTHER ORGANIZATIONAL DOCUMENTS PUBLICLY AVAILABLE | Form 990 Part VI Line 19 The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request. |
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